This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
5 February 2024
Ascent Resources
plc
("Ascent" or the
"Company")
Notice of Record Date,
General Meeting and posting of the Circular for Shareholder
Distribution
Ascent Resources Plc (LON: AST), is
pleased to announce that the Record Date for shareholders to
qualify for a bonus issue of preference shares for ring-fenced
access to an economic interest in 49% of the net proceeds to be
received by the Company in the event of a positive Energy Charter
Treaty claim outcome will be
19 February 2024. The distribution requires
Shareholder approval of a number of ordinary and special
resolutions, which will be mailed to Shareholders on 6 February
2024 in a circular (the contents of which are produced below) to
convene a General Meeting. The General Meeting will be held at
14:00 on 4 March 2024. A copy of the circular will also be
available on the Company's website www.ascentresources.co.uk.
Capitalised terms have the meaning set out in Appendix I to
this announcement.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
|
|
2024
|
|
Publication of Circular
|
6
February
|
|
Latest time and date for receipt of
Forms of Proxy in respect of the General Meeting
|
14:00 on
29 February
|
|
Date and time of the General
Meeting
|
14:00 on 4
March
|
|
Ex-entitlement date
Record Date for entitlements under
the Bonus Issue
|
6:00 p.m.
on 16 February
6:00 p.m.
on 19 February
|
|
Despatch of share certificates for
Preference Shares
|
Within 14 days from the date of the General
Meeting
|
Notes:
(a)
Unless otherwise specified, references in this
Document to time are to London time (GMT).
(b)
The times and dates above are indicative
only. If there is any change, revised times and/or dates will
be notified to Shareholders by means of an announcement through a
Regulatory Information Service.
INDICATIVE BONUS ISSUE
STATISTICS
|
Basis of Bonus Issue
|
1
Preference Share for every 1 existing Ordinary Share on the Record
Date
|
|
Nominal value per Preference
Share
|
0.005
pence
|
|
Number of Ordinary Shares in issue
as at the date of this Document
|
208,608,491
|
|
Number of Warrants outstanding as at
the date of this Document
|
96,084,898
|
|
Number of Options outstanding as at
the date of this Document
|
10,497,379
|
|
Number of Preference Shares to be
issued in respect of Ordinary Shares in issue as the date of this
Document
|
208,608,491
|
|
Total number of Preference Shares
that may be issued in respect of qualifying Warrants
|
56,533,333
|
|
Total number of Preference Shares
that may be issued in respect of New Options
|
6,171,788
|
|
Total aggregate number of Preference
Shares that may be issued
|
271,313,612
|
PART I - LETTER FROM THE
EXECUTIVE CHAIRMAN
ASCENT RESOURCES
PLC
(Incorporated and registered
in England and Wales with registered number
05239285)
|
Directors:
James Parsons (Executive Chairman)
Andrew Dennan (Chief Executive Officer)
Malcolm Graham-Wood (Non-Executive Director)
Marco Fumagalli (Non-Executive Director)
Jean-Michel Doublet (Non-Executive Director)
|
Registered
Office:
Taylor
Wessing
5 New Street Square
London
EC4A 3TW
|
To
the holders of Ordinary Shares in the Company and, for information
purposes only, to the holders of Options and Warrants to subscribe
for Ordinary Shares in the Company
Proposed bonus issue of
Preference Shares to ringfence an economic interest in proceeds
received under the ECT Claim
Adoption of new Articles of
Association
Notice of General
Meeting
Dear Shareholder
1.
Introduction
On 23 July 2020 and 5 May 2022, the
Company and its wholly-owned subsidiary, Ascent Slovenia Limited
(together the "Claimants"),
filed notices of dispute in relation to an Energy Charter Treaty
claim ("ECT Claim") against
the Republic of Slovenia in relation to measures taken by the
Republic of Slovenia which have destroyed the value of the
Company's investments in the Slovenian energy sector, and which
have de facto deprived the Company of its right to produce gas in
Slovenia. Further to these notices, the Claimants commenced an
ICSID arbitration against the Republic of Slovenia on 15 August
2022.
On 1 December 2023, the Company
announced that it was starting the process to distribute an
entitlement to the economic interest in 49 per cent. of any net
proceeds received after deduction of all legal fees, costs and
expenses relating to the ECT Claim (as further defined below) to
qualifying existing stakeholders in the event of a successful claim
outcome against the Republic of Slovenia by the Claimants. In order
to carry out these proposals, it will be necessary for the Company
to carry out a Bonus Issue of new Preference Shares, and to adopt
new articles of association setting out the rights attaching to
those Preference Shares. These matters will require the approval of
Shareholders in a General Meeting
I am now writing to you with details
of the General Meeting of the Company to be held at 8th Floor, The
Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 14:00 on 4
March 2024. The formal Notice of the General Meeting is set out at
Part II of this Document.
This Document provides Shareholders
with the background to and the reasons for the proposed Bonus Issue
and adoption of the New Articles (the "Proposals"), explains the consequences
of the Proposals, and sets out why the Directors unanimously
consider the Proposals to be in the best interest of the Company
and its Shareholders as a whole.
2.
Background to, and reasons for, the Proposals
On 27 October 2023, the Company
announced that it was considering making a distribution to
qualifying existing stakeholders on a future record date of an
economic interest in a portion of the net proceeds that may be
received pursuant to the ECT Claim. Shareholders attending the
Company's general meeting on 15 November 2023 were invited to
discuss their views on this proposal, following which the Company
announced on 1 December 2023 that it was starting the process to
carry out these actions. The intention of this potential
distribution is to give qualifying existing stakeholders the
opportunity of having ring-fenced access to a portion of the net
proceeds of the ECT Claim in the event of a successful outcome,
which is not exposed to further changes in the capital structure of
the Company. It should be cautioned that in the event the Company
is successful in its claim, any amount actually received by the
Company may be significantly lower than the full claim.
The Directors have sought to
consider the most efficient ways in which the Company can carry out
these actions. As explained in the Company's announcement on 1
December 2023, the Company has been finalising tax and legal advice
in relation to the Proposals and is pleased to confirm that the
following steps will be taken in order to ringfence a 49 per cent.
economic interest in the net proceeds of the ECT Claim (as defined
below) for the benefit of existing stakeholders as at the Record
Date:
Assignment of an economic
interest in the ECT Claim Proceeds to a SPV
The Company has incorporated a new
100 per cent. owned subsidiary company as a special purpose vehicle
named Ascent Claim Entitlement SPV Ltd (the "SPV") in connection with the Proposals.
The Claimants will enter into a deed of assignment with the SPV
pursuant to which the Claimants shall assign to the SPV a 49 per
cent. economic interest (the "Assigned Net Proceeds") in the Net
Proceeds, being all amounts received by the
Claimants as a consequence of any settlement or final judgment or
determination of the ECT Claim less:
(a) all taxes payable in
connection with any amounts received;
(b) all disbursements
payable in connection with the ECT Claim, whether in the Republic
of Slovenia, the United Kingdom or elsewhere (including the
expenses incurred by Enyo Law in pursuing the ECT Claim and such
as, for example, fees and expenses of the arbitral tribunal and
arbitral institutions, hearing venue costs, travel expenses, fees
of translators, interpreters and transcribers, printing and courier
costs, legal database search fees and other similar expenses, as
well as fees of experts (including in relation to any report
produced or attendance at hearings) and of Slovenian
lawyers);
(c) all third party
costs incurred in connection with the ECT Claim, including but not
limited to, all fees payable to Enyo Law under the Damages Based
Agreement with it;
(d) all costs, fees and
charges payable in connection with the enforcement and recovery of
any amounts due to the Claimants as a result of a settlement,
judgment or determination of the ECT Claim;
(e) all amounts payable
to the providers of insurance in relation to the ECT Claim,
including the ATE insurance contingent premium payable out of the
receipt of proceeds in the event of the ECT Claim being successful;
and
(f)
any other amounts that the Claimants reasonably
determine ought to be considered as a cost or charge incurred or
payable in connection with the ECT Claim,
together the "Net Proceeds".
The assignment of the Assigned Net
Proceeds shall become effective after the issuance by the Tribunal
of its final award on the merits and quantum.
Pursuant to the proposed assignment,
the SPV will issue 208,608,491 ordinary shares to the Company (being an equal number of
shares as the Preference Shares to be issued on the Record Date)
(the "SPV Shares"). The SPV
Shares held by the Company may then be transferred to Shareholders
in satisfaction of the Preference Amount, as explained in the
paragraph below.
For the avoidance of doubt, the ECT
Claim itself is not being assigned.
Bonus Issue of new
Preference Shares
The Company intends to carry out the
Bonus Issue, pursuant to which every shareholder of the Company as
at the Record Date will receive 1 Preference Share issued fully
paid up. The nominal value of the Preference Shares shall be paid
up by the Company capitalising £10,430.42455 standing to the credit of
the Company's share premium account.
The Preference Shares shall entitle
the holders thereof to receive, subject to the Act, a preferential
dividend equal to the Preference Amount (being, in aggregate, an
amount equal to the Assigned Net Proceeds) following the Preference
Amount Determination Date. The Company may settle such preferential
dividend either in cash or by transferring to each relevant
Shareholder 1 ordinary share of the SPV for each 1 Preference Share
held. In the event that the Preference Amount is settled by
transferring SPV shares, the SPV will be owned by the Shareholders
of the Company as at the Record Date and that company may then
distribute the Assigned Net Proceeds received under the Assignment
Deed accordingly. Alternatively, the Company will have the ability,
with the agreement of the SPV, to unwind the Assignment Deed and to
satisfy the Preference Amount in cash directly to the holders of
Preference Shares. The obligation to pay the Preference Amount on
the Preference Shares will only arise to the extent that the
Preference Amount is received by the Company.
Adoption of New Articles
(containing the terms applicable to the new Preference
Shares)
In order to issue the Preference
Shares, the Company will adopt new articles of association (the New
Articles) setting out the terms applicable to the Preference
Shares. As explained above, the Preference Shares will entitle the
holders thereof to receive, subject to the Act, a preferential
dividend equal to the Preference Amount following the Preference
Amount Determination Date.
The Preference Shares do not confer
on the holders thereof any voting rights and, following the payment
of the Preference Amount, the new Preference Shares shall not
entitle the holders thereof to any further economic or claim
ownership rights. Following the payment of the Preference Amount,
the Company will be authorised at any time to effect a transfer of
the Preference Shares without reference to the holders thereof and
for no consideration pursuant to and in accordance with the Act.
Accordingly, the new Preference Shares will, for all practical
purposes, be valueless following the payment of the Preference
Amount and it is the Board's intention, at an appropriate time, to
have the Preference Shares cancelled, whether through an
application to the Companies Court or otherwise in accordance with
the Act.
Other than the addition of the
rights attaching to the Preference Shares, no other provisions in
the Company's articles of association are proposed to be altered.
The rights attaching to the Preference Shares are set out in
Article 4 of the New Articles.
A copy of the draft New Articles,
setting out the proposed amendments to the existing articles of
association of the Company, is available on the Company's website,
under 'Presentations and Documents' at the following link:
https://www.ascentresources.co.uk/investors.
Following careful consideration, the
Directors believe that it is in the best interests of the Company
and Shareholders to seek to implement the Proposals set out above.
Set out in paragraph 3 below are some general considerations of the
Proposals from a tax perspective. Shareholders are advised to
consult their tax advisers on their tax position in respect of any
Preference Shares and the payment of the Preference
Amount.
Shareholders should note that the Preference Shares will not
be admitted to trading on AIM, or any other exchange. Accordingly,
there will be no liquidity or market for trading the Preference
Shares. Furthermore, any Shareholder acquiring Ordinary Shares
after the Record Date shall have no entitlement to receive
Preference Shares in respect of the Ordinary Shares so acquired, or
otherwise to receive any part of the Preference Amount after the
Preference Amount Determination Date.
3.
Tax considerations
The following statements, which are
intended as a general guide only, are based on UK tax legislation
and published HM Revenue & Customs practice in force and effect
at the date of this Document. They summarise certain limited
aspects of the UK taxation treatment of acceptance of the Proposals
and they relate only to the position of Shareholders who hold their
Ordinary Shares beneficially as an investment and who are resident
in the UK for taxation purposes. The below comments are intended as
a guide only to the general position on UK taxation of chargeable
gains based on current legislation and practice for certain classes
of UK resident Shareholders and does not relate to persons such as
market makers, brokers, intermediaries and persons connected with
depositary arrangements or clearance services, to whom special
rules apply. If you are in any doubt as to your taxation position
or are resident or domiciled in any jurisdiction other than the UK,
you should consult an appropriate independent professional adviser
immediately.
Assignment Deed
The assignment of the economic
interest in the Assigned Net Proceeds by the Claimants to SPV
should occur on a tax neutral basis (giving rise to neither a
taxable gain nor a loss from the Company's perspective), on the
basis that the Company will own the entirety of the issued share
capital of the SPV, and should therefore be treated as forming a
group with the SPV for the purposes of UK corporation tax on
capital gains.
Where two companies are in the same
capital gains group, transfers of assets between those companies
can take place on a tax-neutral basis. A "group" exists where one
company owns at least 75 per cent. of the ordinary share capital of
the other (or both transferor and transferee are such subsidiaries
of a third company). This 75 per cent. requirement is in
terms of beneficial ownership of ordinary share capital. In
addition, the parent company must, broadly, have a beneficial
entitlement to more than 50 per cent. of the subsidiary's profits
and assets.
Bonus Issue
A bonus share issue is generally
treated as a reorganisation of share capital for UK tax purposes.
Consequently, UK tax resident shareholders should not be treated as
making a disposal / part-disposal of their existing shareholding as
a result of the bonus issue for capital gains purposes. The
foregoing treatment generally applies except in the case of a bonus
issue which precedes, or follows, a repayment of share capital (it
is assumed that, so far as the Company is concerned, no such
repayment of share capital has taken, or will take, place). The
bonus issue should be tax neutral from the Company's perspective
also.
Payment of the Preference
Amount
Whether the Company satisfies the
Preference Amount directly in cash (and unwinds the Assignment Deed
at that time), or otherwise satisfies the Preference Amount by
transferring SPV Shares, the Company will be deemed to have paid a
dividend to Shareholders. Shareholders would be taxed accordingly
on receipt of the dividend.
Shareholders who are resident in the
UK for tax purposes would be subject to income tax on the receipt
of such a dividend, subject to their individual circumstances, and
the availability of any reliefs (including the annual tax-free
dividend allowance, which is in the amount of £1,000 for the tax
year 2023-24).
Dividend rates of income tax would
apply to such shareholders' receipt, which range from 8.75 per
cent. to 39.35 per cent. as of the tax year 2023-24, depending on
the shareholder's total taxable income for the tax year
concerned.
4.
Options and Warrants
As at the date of this Document, the
Company has 10,497,379 Options outstanding. The executives and key
management who will continue to manage the entirety of the ECT
Claim will be granted New Options in the SPV to broadly replicate
their current option coverage in Ascent Resources plc. Such Option
Holders will therefore receive such number of New Options as equals
the number of Options that they currently hold (being 6,171,788
Options in aggregate). The exercise price for the New Options will
be the nominal value of the Preference Shares and, upon exercise of
the New Options, the relevant Option Holders will receive 1
Preference Share for every New Option exercised. These
options will expire two weeks after the outcome of the ECT Claim
becomes known, including the definition of the quantum of the award
if there is an award. The grant of 2,885,894 New Options to Andrew
Dennan and 2,885,894 New Options to James Parsons in the SPV
constitute a related party transaction in accordance with AIM Rule
13, the Directors other than Andrew Dennan and James Parsons,
having consulted with WH Ireland believe the award to be fair and
reasonable insofar as Shareholders are concerned.
As at the date of this Document, the
Company has 96,084,898 Warrants outstanding. 56,533,333 of the
Company's outstanding Warrants (which include 45,000,000 warrants
issued to MBD Partners SA as part of the October 2023 fundraising)
include adjustment event clauses which are triggered by the
proposed Bonus Issue, and accordingly these qualifying Warrants
will have amended subscription rights such that if and when they
are exercised the warrant holder will receive 1 Ordinary Share and
1 Preference Share for every Warrant exercised. No other term of
the qualifying Warrants, including the relevant exercise price
payable on exercise, will be altered by virtue of the Bonus
Issue.
At such time as New Options and/or
Warrants are exercised, the SPV shall issue to the Company an
additional number of SPV Shares equal to the total number of
Preference Shares issued pursuant to the exercise of the New
Options and/or qualifying Warrants.
In order for the Company to be able
to issue Preference Shares to holders of New Options and qualifying
Warrants, Resolutions 2 and 4 are proposed to be passed at the
General Meeting in order to grant the Directors authority to issue
Preference Shares pursuant to section 551 of the Act, and free from
statutory pre-emption rights.
5.
General Meeting
Set out at the end of this document
is a notice convening the General Meeting to be held at 8th Floor,
The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 14:00
on 4 March 2024, at which the following resolutions will be
proposed:
Resolution 1: Bonus Issue
Resolution 1 is an ordinary
resolution to authorise the Bonus Issue and the issue and allotment
of Preference Shares to Shareholders.
Resolution 2: Authority to allot
Resolution 2 is an ordinary
resolution to authorise the Directors to issue and allot up to
62,705,121 Preference Shares pursuant to the New Options and
qualifying Warrants currently outstanding.
Resolution 3: Adoption of New Articles
Resolution 3 is a special resolution
to adopt the New Articles as the articles of association of the
Company.
Resolution 4: Disapplication of pre-emption
rights
Resolution 4 is a special resolution
to disapply statutory pre-emption rights to allow the Directors to
issue and allot 62,705,121
Preference Shares pursuant to the New Options and
qualifying Warrants currently outstanding.
6.
Action to be taken
A Form of Proxy for use by
Shareholders at the General Meeting accompanies this document. The
Form of Proxy should be completed and signed in accordance with the
instructions thereon and returned to the Company's registrars,
Computershare Investor Services Plc, The Pavilions, Bridgwater
Road, Bristol BS99 6ZY , as soon as possible, but in any event so
as to be received by no later than 14:00 on 29 February 2024 (or,
if the General Meeting is adjourned, 48 hours (excluding any part
of a day that is not a working day) before the time fixed for the
adjourned meeting).
Shareholders who hold their shares
through CREST and who wish to appoint a proxy for the General
Meeting or any adjournment(s) thereof may do so by using the CREST
proxy voting service in accordance with the procedures set out in
the CREST manual. CREST personal members or other CREST sponsored
members, and those CREST members who have appointed a voting
service provider, should refer to that CREST sponsor or voting
service provider(s), who will be able to take the appropriate
action on their behalf. Proxies submitted via CREST must be
received by the Registrar by no later than
14:00 on 29 February 2024.
For the reasons noted above, the
Directors consider the Resolutions to be put to the General Meeting
are in the best interests of the Company and, therefore,
unanimously recommend that Shareholders vote in favour, as they
intend to do so in respect of the Ordinary Shares they are directly
or indirectly interested in, which amount to, in aggregate,
2,640,900 Ordinary Shares, representing 1.265 per cent. of the
current issued share capital of the Company.
Yours sincerely,
James Parsons
Executive Chairman
For and on behalf of the
Board of Ascent Resources plc
PART II
NOTICE OF GENERAL
MEETING
ASCENT RESOURCES
PLC
(Incorporated and registered
in England and Wales under the Companies Act 2006, with registered
number 05239285)
NOTICE IS HEREBY GIVEN THAT a
General Meeting (the "Meeting") of Ascent Resources plc (the
"Company") will be held at
8th Floor, The Broadgate Tower, 20 Primrose Street, London, EC2A
2EW at 14:00 on 4 March 2024 for the purposes of considering and,
if thought fit, to pass resolution 1 and 2 as Ordinary Resolutions,
and resolutions 3 and 4 as Special Resolutions.
ORDINARY
RESOLUTIONS
1. THAT, subject to and
conditional upon the passing of Resolutions 2 and 3 below,
£10,430.42455 standing to the credit of the Company's share premium account
be and is hereby capitalised and appropriated as capital to the
holders of Ordinary Shares whose names appear in the register of
members as at 6.00 p.m. on 19 February 2024 and that the directors
be and are hereby authorised to apply such sum in paying up in
full 208,608,491 preference shares of £0.00005 each ("Preference
Shares") in the capital of the
Company and, in accordance with section 551 of the Companies Act
2006 (the "Act"), the Directors be and are
generally and unconditionally authorised to allot and issue such
new Preference Shares, credited as fully paid up, to the holders of
Ordinary Shares at the rate of 1 such Preference Share for every 1
Ordinary Share held by them, such Preference Shares having the
rights and being subject to the restrictions, contained in the new
articles of association to be adopted pursuant to Resolution 3
below.
2. THAT, subject to and
conditional upon the passing of Resolutions 1 and 3, the Directors
be and are generally and unconditionally authorised pursuant to
section 551 of the Act to exercise all powers of the Company to
allot and issue up to 62,705,121 Preference Shares of the Company
and to grant rights to subscribe for or to convert any equity into
shares of the Company (together "Rights") up to a maximum
nominal value of £3,135.25605 in respect of certain options and
warrants granted by the Company, provided that this authority shall
expire (unless previously varied as to duration, revoked or renewed
by the Company in general meeting) on the date of the Company's
next Annual General Meeting, except that the Company may before
such expiry make offers or agreements which would or might require
Rights to be allotted or granted after such expiry and the
directors may allot or grant Rights in pursuance of such offer or
agreement as if the authority conferred by this Resolution had not
expired.
SPECIAL
RESOLUTIONS
3. THAT, subject
to and conditional upon the passing of Resolutions 1 and 2
above, with effect from the conclusion of
the Meeting the draft articles of association produced to the
Meeting be adopted as the articles of association of the Company
and in substitution for, and to the exclusion of the Company's
existing articles of association.
4. THAT, subject to and conditional upon
the passing of Resolution 2, the Directors be empowered pursuant to
Section 570 of the Act to allot equity securities (as defined in
section 560 of the Act) for cash pursuant to the authority
conferred on them by Resolution 2 above as if section 561(1) of the
Act did not apply to any such allotments, provided that this power
shall be limited to the allotment of equity securities up to an
aggregate nominal amount of 3,135.25605, provided that this
authority shall expire (unless previously revoked or renewed by the
Company in general meeting), at such time as the general authority
conferred on the directors by Resolution 2 above expires, except
that the Company may before such expiry make offers or agreements
which would or might require equity securities to be allotted after
such expiry and the directors may allot equity securities in
pursuance of such an offer or agreement as if the power conferred
by this Resolution had not expired.
|
By Order of the Board
Amba Secretaries Limited, Company
Secretary
Date: 6 February 2024
|
Registered Office:
Taylor Wessing
5 New Street Square
London
EC4A 3TW
|
NOTES
1. Pursuant to
regulation 41 of the Uncertificated Securities Regulations 2001,
the Company specifies that in order to have the right to attend and
vote at the GM (and also for the purpose of determining how many
votes a person entitled to attend and vote may cast), a person must
be entered on the register of members of the Company no later than
close of business on the day that is two days before the time for
holding the meeting or any adjournment of it (excluding non-working
days). Changes to entries on the register of members after this
time shall be disregarded in determining the rights of any person
to attend or vote at the meeting.
2. Only holders of
ordinary shares are entitled to attend and vote at this
meeting.
A member is entitled to appoint
another person as his/her proxy to exercise all or any of his/her
rights to attend, to speak and to vote at the GM. A member may
appoint more than one proxy in relation to the meeting, provided
that each proxy is appointed to exercise the rights attached to a
different share or shares held by him/her. A proxy need not be a
member of the Company. A form of proxy for the meeting is
enclosed.
To be valid any proxy form or other
instrument appointing a proxy must be received by post or by hand
(during normal business hours only) or at the electronic address
provided in the form of the proxy by our registrar, Computershare,
no later than 48 hours business hours before the time for the
holding of the meeting or any adjournment of it. If you are a CREST
member, see note 3 below.
Any member who wish to vote
electronically may do so by no later than 14:00 on 29 February 2024
by visiting www.investorcentre.co.uk/eproxy. You will be asked to
enter the Shareholder Reference Number (SRN), Control Number and
PIN shown on your Proxy card and agree to certain terms and
conditions.
Completion of a form of proxy, or
other instrument appointing a proxy or any CREST Proxy Instruction
will not preclude a member attending and voting in person at the
meeting if he/she wishes to do so.
3. Alternatively, if you
are a member of CREST, you may register the appointment of a proxy
by using the CREST electronic proxy appointment service. Further
details are contained below.
CREST members who wish to appoint a
proxy or proxies through the CREST electronic proxy appointment
service may do so for the GM and any adjournment(s) thereof by
using the procedures, and to the address, described in the CREST
Manual (available via www.euroclear.com/CREST) subject to the
provisions of the Articles. CREST personal members or other CREST
sponsored members, and those CREST members who have appointed a
voting service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment or
instruction made using the CREST service to be valid, the
appropriate CREST message (a "CREST Proxy Instruction") must be
properly authenticated in accordance with Euroclear UK and
International Limited's ("Euroclear") specifications and must
contain the information required for such instructions, as
described in the CREST Manual. The message, regardless of whether
it constitutes the appointment of a proxy or an amendment to the
instruction given to a previously appointed proxy, must, in order
to be valid, be transmitted so as to be received by the issuer's
agent Computershare by no later than 14:00 on Thursday, 29 February
2024. For this purpose, the time of receipt will be taken to be the
time (as determined by the time stamp applied to the message by the
CREST Applications Host) from which the issuer's agent is able to
retrieve the message by enquiry to CREST in the manner prescribed
by CREST. After this time any change of instructions to proxies
appointed through CREST should be communicated to the appointee
through other means.
CREST members and, where applicable,
their CREST sponsors or voting service provider(s) should note that
Euroclear does not make available special procedures in CREST for
any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy
Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal
member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service
provider(s) take(s)) such action as shall be necessary to ensure
that a message is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and, where
applicable, their CREST sponsors or voting service provider(s) are
referred, in particular, to those sections of the CREST Manual
concerning practical limitations of the CREST system and
timings.
The Company may treat as invalid a
CREST Proxy Instruction in the circumstances set out in Regulation
35(5)(a) of the Uncertificated Securities Regulations
2001.
4. Any corporation which
is a member can appoint one or more corporate representatives who
may exercise on its behalf all of its powers as a member provided
that they do not do so in relation to the same shares.
5. Any member attending
the GM has the right to ask questions. The Company must cause to be
answered any such question relating to the business being dealt
with at the meeting but no such answer need be given if (a) to do
so would interfere unduly with the preparation for the meeting or
involve the disclosure of confidential information, (b) the answer
has already been given on a website in the form of an answer to a
question, or (c) it is undesirable in the interests of the Company
or the good order of the meeting that the question be
answered.
6. As at 5 February 2024
(being the last practicable date prior to the publication of this
notice) the Company's issued share capital consists of 208,608,491
ordinary shares of £0.005 each, carrying one vote each. Therefore,
the total voting rights in the Company as at that date are
208,608,491.
7. Copies of this Notice
and the New Articles can be found at: https://www.ascentresources.co.uk/investors
8. Shareholders are
requested to contact Computershare Investor Services plc,
Registrars, on 0370 889 3201 (helpline) for any enquiries regarding
appointment of a Proxy or to request further Forms of proxy.
Alternatively, by registering at www.investorcentre.co.uk you will
be able to use the online Investor Centre service and manage your
shareholding online.
APPENDIX I
DEFINITIONS
The following definitions apply
throughout this Document, unless the context requires
otherwise:
|
"Act"
|
the Companies Act 2006, as
amended
|
|
"AIM"
|
the AIM market operated by the
London Stock Exchange Plc
|
|
"AIM Rules"
|
the AIM rules for Companies as
published and amended by the London Stock Exchange and as amended
from time to time
|
|
"Assigned Net Proceeds"
|
49% of the Net Proceeds
|
|
"Assignment Deed"
|
the deed of assignment to be entered
into between the Claimants and the SPV pursuant to which the SPV
shall be assigned an economic interest in the Assigned Net
Proceeds
|
|
"Bonus Issue"
|
the bonus issue of
208,608,491 new Preference Shares
to Shareholders on the Record Date utilising the Company's share
premium account, further details of which are set out in paragraph
2 of Part I
|
|
"Business Day"
|
a day (other than a Saturday, Sunday
or public holiday) on which banks are open in London,
England
|
|
"Claimants"
|
the Company and Ascent Slovenia Limited
|
|
"Company"
|
Ascent Resources plc, a company
incorporated and registered in England and Wales, with registered
number 05239285
|
|
"CREST"
|
the computerised settlement system
(as defined in the CREST Regulations), operated by Euroclear, which
facilitates the transfer of title to shares in uncertificated
form
|
|
"CREST Regulations"
|
the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755) as amended
|
|
"Directors" or the "Board"
|
the directors of the Company whose
names are set out below
|
|
"Document"
|
this document, containing details of
proposed Bonus Issue and adoption of New Articles
|
|
"ECT Claim"
|
the Claimants' Energy Charter Treaty claim against the Republic of
Slovenia
|
|
"Euroclear"
|
Euroclear UK & International
Limited, a company incorporated in England and Wales and the
operator of CREST
|
|
"Form of Proxy"
|
the form of proxy for use by the
Shareholders in connection with the General Meeting
|
|
General Meeting
|
the general meeting of Shareholders
to be held at 8th Floor, The Broadgate Tower, 20 Primrose Street,
London, EC2A 2EW at 14:00 on 4 March 2024, notice of which is set
out at Part II of this Document, or any adjournment of that
meeting
|
|
"Group"
|
the Company and its subsidiary
undertakings at the date of this Document
|
|
"London Stock Exchange"
|
London Stock Exchange plc
|
|
"Net Proceeds"
|
all amounts received by the Company
as a consequence of any settlement or final judgment or
determination of the ECT Claim less:
a) all taxes
payable in connection with any amounts received;
b) all
disbursements payable in connection with the ECT Claim, whether in
the Republic of Slovenia, the United Kingdom or elsewhere
(including the expenses incurred by Enyo Law in pursuing the ECT
Claim and such as, for example, fees and expenses of the arbitral
tribunal and arbitral institutions, hearing venue costs, travel
expenses, fees of translators, interpreters and transcribers,
printing and courier costs, legal database search fees and other
similar expenses, as well as fees of experts (including in relation
to any report produced or attendance at hearings) and of Slovenian
lawyers);
c) all
third-party costs incurred in connection with the ECT Claim,
including but not limited to, all fees payable to Enyo Law under
the Damages Based Agreement with it;
d) all costs,
fees and charges payable in connection with the enforcement and
recovery of any amounts due to the Company as a result of a
settlement, judgment or determination of the ECT Claim;
e) all amounts
payable to the providers of insurance in relation to the ECT Claim,
including any insurance contingent premium payable out of the
receipt of proceeds in the event of the ECT Claim being successful;
and
f)
any other amounts that the Company reasonably determines ought to
be considered as a cost or charge incurred or payable in connection
with the ECT Claim
|
|
"New Articles"
|
the new articles of association to
be adopted by the Company pursuant to Resolution 3 set out in the
Notice to be proposed at the General Meeting
|
|
"New Options"
|
the 6,171,788 options to subscribe
for Preference Shares to be granted to Option Holders following the
General Meeting
|
|
"Nominated Adviser" or
"WH Ireland"
|
WH Ireland Limited, the Company's
nominated adviser pursuant to the AIM Rules
|
|
"Notice"
|
the notice of the General Meeting
set out at the end of this Document
|
|
"Holders"
|
in relation to any Options, the
person or persons who is or are registered from time to time in the
register of Option Holders maintained by the Company as the holder
or joint holders of such Options
|
|
"Options"
|
the 10,497,379 options to subscribe
for Ordinary Shares outstanding as at the date of this
Document
|
|
"Ordinary Shares"
|
the ordinary shares of 0.5 pence
each in the capital of the Company
|
|
"Preference Amount"
|
an amount equal to the Assigned Net
Proceeds
|
|
"Preference Amount Determination Date"
|
the date upon which the Preference
Amount is finally determined by the Directors
|
|
"Preference Shares"
|
the irredeemable preference shares
of 0.005 pence each in the capital of the Company to be issued to
Shareholders as at the Record Date pursuant to the Bonus Issue,
having the rights set out in the New Articles
|
|
"Record Date"
|
the record date for the Bonus Issue,
being 6.00 p.m. on 19 February 2024
|
|
"Resolutions"
|
the resolutions set out in the
Notice to be proposed at the General Meeting
|
|
"Shareholders"
|
holders of Ordinary Shares in the
Company
|
|
"Share Registrar"
|
Computershare Investor Services PLC,
The Pavilions, Bridgwater Road, Bristol BS99 6ZY
|
|
"uncertificated" or "in uncertificated form"
|
recorded on the register of Ordinary
Shares as being held in uncertificated form in CREST, entitlement
to which, by virtue of the CREST Regulations, may be transferred by
means of CREST
|
|
"Warrants"
|
the 96,084,898 warrants to subscribe
for Ordinary Shares outstanding as at the date of this
Document
|
Enquiries:
|
Ascent Resources plc
Andrew Dennan
|
Via Vigo Communications
|
|
WH
Ireland, Nominated Adviser & Broker
James Joyce / Sarah
Mather
|
0207 220 1666
|
|
Novum Securities, Joint Broker
Jon Belliss
|
0207 399 9400
|